Exhibit 10.1
OFFER TO PURCHASE REAL ESTATE, ACCEPTANCE AND
LEASE
This Offer To Purchase Real Estate, Acceptance
And Lease (“Offer”) will memorialize prior discussions
and confirm mutual understanding of the terms and conditions
pursuant to which Diamond Jo, LLC, or its affiliate (“Diamond
Jo”) agrees to (1) purchase the Dubuque County Historical
Society’s (the “Historical Society”) 2.4 acre
tract (the “Expansion Tract”) within the Ice Harbor
contiguous to Diamond Jo’s real estate (the
“Purchase”) and (2) lease to the Historical Society all
of its interest in the Portside Building in Dubuque, Iowa (the
“Portside Building”) on terms set forth in this Offer
(the “Lease”). In this Offer, Diamond Jo and the
Historical Society are sometimes called singularly a
“Party” and collectively the “Parties;” and
the Purchase and the Lease set forth herein are sometimes called
the “Transactions”.
The
Parties agree as follows:
1.
THE
TRANSACTIONS. The Lease shall be the Ground Lease attached
hereto as Exhibit A. The Historical Society agrees to sell,
free and clear of all liens and encumbrances, to Diamond Jo (the
“Expansion Tract”). The closing of the Transactions
(the “Closing”) will occur as soon as possible after
satisfaction of the contingencies described below.
2.
PURCHASE PRICE. The purchase price for the Expansion Tract
shall be its appraised value, but not to exceed Two Million and
no/100 U.S. Dollars ($2,000,000) payable in readily available funds
(the “Purchase Price”). Diamond Jo shall be entitled to
select the appraiser for purposes of appraising the Expansion
Tract, the cost of which shall be born by Diamond Jo. As
non-refundable earnest money, Diamond Jo agrees to make monthly
payments of ten thousand dollars ($10,000) which will be
applied to the Purchase Price at Closing.
3.
CHARITABLE CONTRIBUTIONS. Diamond Jo will make a charitable
contribution to the Historical Society of the difference, if any,
between the Purchase Price and Two Million Dollars ($2,000,000)
payable at Closing. Additionally, Diamond Jo will execute at
Closing a binding pledge agreement whereby it agrees to make a
charitable contribution of One Million Dollars ($1,000,000) to the
Historical Society payable in ten (10) annual installments of One
Hundred Thousand Dollars ($100,000), the first of said installments
being due on the anniversary of the Closing, with each future
installment becoming due on each yearly anniversary of the
Closing. If at any time the Historical Society ceases its
current museum operations in the Ice Harbor District or ceases to
be an
organization exempt from federal income tax
under Internal Revenue Code Section 501(c)(3) for reasons within
its control, Diamond Jo will be relieved of its obligations under
this paragraph. In the event Diamond Jo sells all or
substantially all of its assets, the remaining installments of the
charitable contributions shall be accelerated and immediately due
and payable, unless at such time Diamond Jo obtains a binding
written assumption of said obligation from the purchaser of said
assets.
4.
CONTINGENCIES. This Offer shall be subject to the following
contingencies, which shall be deemed waived or satisfied upon the
Closing:
(a)
Iowa Racing and Gaming Commissio
